Pricing Agreement
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First Union Securities, Inc.
301 South College Street, TW-8
Charlotte, North Carolina 28288
December 5, 2001
Ladies and Gentlemen:
Regency Centers, L.P., a Delaware limited partnership (the
"Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated December 5, 2001 (the "Underwriting
Agreement"), between the Partnership and Regency Centers Corporation, a Florida
corporation (the "Guarantor"), on the one hand, and First Union Securities,
Inc., on the other hand, to issue and sell to First Union Securities, Inc. (the
"Underwriters") the Securities specified in Schedule I hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that (i) each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement, (ii) the representation and warranty in
Section 2(f) of the Underwriting Agreement excludes the good standing of the
Partnership in the state of Tennessee, as set forth on Exhibit I, (iii) the
condition set forth in Section 7(d) of the Underwriting Agreement shall be
deemed satisfied by the delivery of a letter dated as of December 10, 2001 from
KPMG LLP in the form set forth in Annex II to the Underwriting Agreement and
which excludes certain agreed upon procedures with respect to the Guarantor's
Form 10-K for the year ended December 31, 2000 and Form 10-Qs for the quarters
ended September 30, 2001, June 30, 2001 and March 31, 2001 and the Partnership's
Form 10-Qs for the quarters ended June 30, 2001 and March 31, 2001, and (iv) the
representation and warranty in Section 2(d) of the Underwriting Agreement
excludes the twenty-six million dollar ($26,000,000.00) reduction of mortgage
debt payable on a consolidated basis since September 30, 2001, and the addition
of forty-four million dollar ($44,000,000.00) non-recourse mortgage debt of
Columbia Regency Retail Partners, LLC, which replaced prior bridge financing.
Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of the Underwriters of the
Designated Securities pursuant to Section 12 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule I hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and the
Guarantor agree to issue and sell to the Underwriters, and the Underwriters
agree to purchase from the Partnership and the Guarantor, at the time and place
and at the purchase price to the Underwriters set forth in Schedule I hereto,
the Designated Securities.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between the Underwriters, the Partnership and the Guarantor.
Very truly yours,
Regency Centers, L.P.
By: Regency Centers Corporation,
general partner
By:______________________________________
Name:
Title:
Regency Centers Corporation
By:______________________________________
Name:
Title:
Accepted as of the date hereof:
First Union Securities, Inc.
By:_______________________________
Name:
Title:
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EXHIBIT I
Regency Centers, L.P. is not in good standing in Tennessee as a result of its
failure to pay approximately $108,000 in franchise taxes, which amount is being
disputed by Regency Centers, L.P. Based on a Certificate of Authorization of the
Secretary of State of Tennessee dated as of December 6, 2001, an application for
cancellation of registration of Regency Centers, L.P. has not been filed in
Tennessee.
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SCHEDULE I
Title of Designated Securities:
7.25% Notes due December 12, 2011
Aggregate principal amount:
$20,000,000
Price to Public:
100% of the principal amount of the Designated Securities, plus accrued
interest, if any, from December 10, 2001 to the Time of Delivery
Purchase Price by Underwriters:
99.375% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 10, 2001 to the Time of
Delivery
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on December 10, 2001
Indenture:
Indenture, dated as of December 5, 2001, among the Partnership, the
Guarantor and First Union National Bank, as Trustee
Maturity:
December 12, 2011
Interest Rate:
7.25%
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Interest Payment Dates:
June 12 and December 12, commencing June 12, 2002
Redemption Provisions:
None
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: First Union Securities, Inc.
Address for Notices, etc.: 301 South College Street, TW-8, Charlotte,
North Carolina 28288
Other Terms:
None
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